Ace Lightning and the Carnival of Doom: 2005
by Wile E. Coyote
Summary: Remake of my poor story. Lord Fear has all the pieces of the Amulet and Lightning Knights are weakened. Ace, Sparx and Random go to battle Fear in the haunted house, but trouble lies ahead...
1. The Carnival of Doom

Author Note: I've decided to re-write by Ace Lightning story. Still following the plot of my old story, just several changes made and also new characters, including Thunderfoot (my version) and Shockwave. Please enjoy this story.

Do right and fear not!

**Prologue**

The Sixth Dimension is home to the Lightning Knights: Sparx, Random Virus, Shockwave, Thunderfoot and Ace Lightning. These superheroes are guardians of the Sixth Dimension and the Amulet of Zoar, a triangular artefact that hides great and unbelievable powers. The evil Lord Fear wishes to use the Amulet of Zoar to conquer the Sixth Dimension and also all the other dimensions. Ace Lightning will not let this megalomaniac get away with his fiendish plan, so he destroys the amulet, splitting it into pieces. Lord Fear and his gang of villains fled to the Carnival of Doom, a weird world born of Lord Fear's twisted and so called imagination. Ace, along with his Lightning Knights, wandered into the carnival and split up to search for the amulet fragments. If Ace managed to fully remake the Amulet of Zoar, he would have enough power to defeat Lord Fear and trap him in prison of the Sixth Dimension, forever. Can Ace Lightning win the battle, or will Lord Fear be successful and rule the universe? Find out below in…

**ACE LIGHTNING AND THE CARNIVAL OF DOOM**

**Chapter 1: Into the Carnival of Doom**

Ace Lightning, foremost of the Lightning Knights, burst through the dark abyss of clouds and landed swiftly at the entrance of the Carnival of Doom; the headquarters of Lord Fear. Ace was a tall muscular man in his mid-30s. He had a mock of blonde hair and blue eyes. He wore dark clothes with blue water proof trousers and large black boots which he could use to jump high.

"Here I am, at the Carnival of Doom" said Ace, taking out his Lightning Lance, a hi-tech lance that could generate lightning bolts.

Ace slowly entered the carnival's spooky midway. Several carnival booths, made of red and white tents, contained different games, including Drown the Clown, Balloon Drop and Flaming Ring Toss.

"Something tells me Lord Fear's got a bad taste of style" said Ace.

"Late as usual…" said a voice, which made Ace jump 20 feet into the air with fright.

Standing behind Ace was a small yellow slug like creature. It had dinosaur like hands and feet, one foot was coated in metal. A strange computer contraption was attached to its right arm. In his left arm was some sort of purple and green pickaxe, the blade shaped as a lightning bolt. He had green spikes running down his back and a strange fish like tail poking out of his backside.

"Thunderfoot?" cried Ace "What are you doing here? I told you to stay at the Thunder Tower!".

Thunderfoot laughed at Ace. "Do you expect me to let you and the others have all the fun?" the Lightning Cadet laughed "Shockwave, Sparx and Random all went to different areas to look for amulet pieces, but none of them have responded to my communicator". Ace looked curious and worried.

"We have to find them and reassemble the amulet" said Ace determinedly "But then again, we don't have any amulet pieces".

"Don't we?" asked Thunderfoot. Ace cocked his head. Thunderfoot smiled and opened a slot in his computer contraption. Thunderfoot pulled out a piece of the Amulet!

"A piece of the amulet!" bellowed Ace with shock. "Yep! I found this in one of the ticket booths…talk about luck!" said Thunderfoot, handing the fragment over to Ace.

"Great! One piece down…who knows how many more to go!" said Ace triumphantly.

"Six" said Thunderfoot simply. "What?" asked Ace suddenly. Thunderfoot typed in some numbers on his computer and a holographic map of the carnival appeared. Six flashing lights were visible on the map.

"This indicates that four amulet pieces are in the surrounding attractions and two are hidden in Haunted House!" explained Thunderfoot.

"Super, let's go!" said Ace and the two superheroes pressed on.

High above the two Lightning Knights was a shadowed creature, flying in the sky watching their every footstep. With small bat wings, the creature hovered; its eyes catching sight of the amulet piece in Ace's hand. It then laughed evilly.

"Hehehehehe! Bingo!" cackled the creature.

The creature flew lower and swooped under a flickering lamppost, revealing his form. The creature turned out to be Dirty Rat, Lord Fear's sneaky flying spy.

He was a small fat brown rat with bat wings. He wore a clown costume: A spotted shirt, clown shoes, black tie, red clown nose and a green hat. He had sharp teeth sticking out of his mouth and filthy ears. Dirty Rat flew past the knights without notice and headed for the large towering structure at the back of the carnival, known as the Haunted House. Dirty Rat passed through several doors, down many hallways and entered pure darkness.

"Now which way was it to the basement?" said Dirty Rat, glancing around.

He then saw a strange light floating in the darkness, and the outline of a floating candelabra appeared. The candelabra led the rodent through the darkness to a door, where some eerie music was playing. Dirty Rat pushed open the door.

The room beyond was large; the walls and ceiling made of black stones all crammed up together. The floor was chequered in black and yellow and many torches with blue flames flickering. At the back of the room was a small organ, and sitting at it was a skeletal man, dressed in blue clothes, playing a spooky tune. This was Lord Fear. Beside him was a bizarre staff. It resembled a fat toad with large purple bat wings, red eyes and a orb on top of it's head. It had small arms and legs and a long stick poking out of it's backside. This was Staff Head.

"Boss! Boss! We've got company!" shouted the rat, but Lord Fear couldn't hear over the loud organ. Staff Head hopped over to Dirty Rat.

"My lordship does not wish to be disturbed…and you disturbing!" said Staff Head.

"Save it stick! I've got to talk to Lord Fear, Ace Lightning is here!" snapped Dirty Rat.

Lord Fear immediately stopped playing the organ and swung round to stare at his flying rodent minion.

"Ace Lightning has arrived! Perfect!" said Fear, standing up and grabbing Staff Head "Let's get this party started!". Lord Fear walked out of the room, cackling evilly.

Back outside, Ace and Thunderfoot were drawing near the Haunted House. They were suddenly surprised by a loud snorting noise. Ace and Thunderfoot looked up onto a booth to see a humanoid pig looking back down at them. The pig had a large fat head with red eyes and tusks. It wore a red and yellow striped shirt and blue stitched trousers.

"Pigface hungry! This time, Pigface eat you!" said the pig.

"Just you try it porky!" challenged Ace. Pigface squealed with anger.

"No more jokes! This will be your last course!" shouted Pigface and got ready to lunge at Ace.

"That's funny, I was thinking the same thing about you" laughed Ace and raised his arms. Pigface jumped. Ace's wrists were suddenly engulfed by a flash of blue light and blue lightning bolts streaked across the sky and hit Pigface; lightning surging throughout the pig. Within seconds Pigface vanished in a flash of light.

"Ha!" said Ace triumphantly.

"Ace Lightning. I must say, this is an unexpected pleasure!" said Lord Fear, as he came from the Haunted House. Ace turned to face his enemy.

"I told you this wasn't over Lord Fear! Now cough up the rest of the Amulet!" shouted Ace.

"Fool! The amulet pieces are scattered across this dangerous world which I call the Carnival of Doom. You couldn't find one piece even if you tried" laughed Fear.

"Yuck it up gruesome! Do you want me to do the same to you, as I just did to Pigface!" snarled Ace.

"Pigface is one of my weakest minions, but I have thousands more, waiting in the wings for my command!" said Fear.

"You asked for it!" said Ace and launch a volley of lightning bolts at Fear, who blocked them all with his staff. Ace then charged at Fear and headbutted him to the ground. He was about the punch Fear when he was sent flying by an explosion. Ace fell to the dead grass and looked up. Standing over him was a woman, dressed in a weird costume with spider-like hair. In her hand was a floating ball that resembled a crystal ball. "Lady Illusion…" whispered Ace. "Hello Ace" said Lady Illusion, looking beautiful with the way her smile was. She dropped the crystal ball on Ace, causing another explosion. Lord Fear slowly rose and walked up to Lady Illusion.

"Good work Snookums…that should keep asleep for a while" said Lord Fear.

"Indeed my lord" agreed Lady Illusion, staring down at the fallen hero.

"Hey you can't do that!" said Thunderfoot and ran at Fear screaming. Fear rolled his eyes and fired a green plasma blast at Thunderfoot. It hit Thunderfoot in the head, knocking him out cold.

"Nice shot my loyal staff!" said Lord Fear. "Thankyou my lord. Hehehehe!" giggled Staff Head.

"Rat! Tell Anvil to dispose of these knights…" said Fear and he and Lady Illusion left. Anvil, a muscular humanoid rhino, with an iron anvil attached to his arm appeared and picked up Ace and Thunderfoot. He simply took them to a dumpster and tossed them inside, slamming the lid down.

Not a very good start for the Lightning Knights…

Please, please, please, please, please, please, please…PLEASE REVIEW! I'M DESPERATE! I just want as least ten reviews on one lousy fanfiction! Please…I beg of you!


	2. Lost in Nevershine Mine

Author Note: Please read my review that I sent to my own story please! I beg of thee!

**Chapter 2: It Never Shines In Nevershine Mine**

Ace and Thunderfoot groaned and woke up to the scent of poo. "Phew! What a smell!" said Thunderfoot "I think we just found Pigface's bedroom". Ace clambered out of the dumpster, helped Thunderfoot out, and then looked around. This area of the carnival was dark and shrouded in the night sky. There were eerie looking trees that branches that looked like they were clawing out at the Lightning Knights. There were three pathways before the heroes: A pathway built into an icy wall, a darkened pathway leading down a red rocky ravine, and a spooky winding path disappearing into the trees.

"Where are we?" asked Ace. Thunderfoot was already busy tampering with his computer.

"Well, according to this, we are in the most baron and wild area of the Carnival of Doom" said Thunderfoot "This is the home of bandits, cut-throats, saloons and the wild bull". Ace raised an eyebrow.

"What?" asked Ace. "Your in the Cowboy Crossroads you idiot!" said a voice.

Ace and Thunderfoot looked up to see Dirty Rat, hovering above them smirking.

"The Cowboy Crossroads?" said Ace.

"Yes! This horrendous region is full of the greatest gang of western warlords you could imagine!" snickered Dirty Rat.

"Whatever Rat! I know you have a piece of the Amulet! Now hand it over…" said Ace.

"No!" whimpered Dirty Rat and flew into the cave entrance.

"Get him!" shouted Thunderfoot and the two raced into the cave, not noticing the sing beside the entrance: Nevershine Mine.

Dirty Rat was speeding away in a mine cart by the time Ace and Thunderfoot got into the mine.

"Nya-nya-nya-nya-nya! You bumheads can't catch me. But then again, you can catch this" said Dirty Rat and tossed a stick of red dynamite out of the mine cart towards the pursuing heroes.

"Duck" screamed Thunderfoot, leaping to the floor like a frog.

"Where?" said Ace, looking around. He then saw the dynamite flying towards him. He fired lightning bolts at the stick at it exploded. Dirty Rat, however, had got away.

Several minutes, Ace and Thunderfoot were sneaking through the long dark tunnel. There were many broken mine rails and mine carts all over the place. The only sound that could be heard was the sound of dripping water. But then the hammering of metal came into hearing, getting louder and louder.

Ace pulled Thunderfoot behind some crates. Standing beside a stone wall was a bearded zombie miner, smashing his pickaxe into the rock with extreme force. Ace raised his wrists and fired a lightning bolt at the miner. It instantly shot him and he fell over shouting in pain, before disappearing.

"What happened to him?" asked Thunderfoot.

"Whenever I defeat a villain, they automatically return to the Sixth Dimension" explained Ace.

"Oh" said Thunderfoot nodding.

The heroes carried on, until they came to two pathways. Ace examined both of them.

"Okay Thunderfoot, you go that way" he said, pointing down the right path, "I'll go this way!".

"Yes master…" said Thunderfoot and walked away grumbling. Ace walked down his chosen pathway, and immediately got into trouble. Before him was a long pool of lava, several rocks able to be used as stepping stones.

"Maybe I should go with Thunderfoot…" thought Ace. Thunderfoot wasn't having much fun either. In fact, he was fleeing from a giant rolling boulder, down a steep downhill path.

"This isn't funny; I'm going to be flattened!" screamed Thunderfoot.

Ace was balancing dramatically on a tiny rock, only a few steps away from safety. Ace then heard a giant roar. A dark shadow passed over Ace, who turned round and gasped. Right behind Ace was a Rock Monster; a giant made completely out of rocks and hardened lava. The Rock Monster swung its arm, and Ace ducked just in time. Ace swung his fist and punched the Rock Monster. The golem stumbled backwards and then tackled Ace to the ground. Ace had enough time to pull out the Lightning Lance and stab the Rock Monster it the face. The Rock Monster groaned and fell to pieces. Thunderfoot had managed to escape the boulder by using his axe as a spring and jumping up into the air, long enough for the boulder to roll past, right into an army of cowboy zombies.

"Phew! That was the most horrifying experience of my life, since that time I was chased by that headless chicken in Dimension Three" said Thunderfoot.

"Hey Thunderfoot!" called Ace, running around the corner, "Found an exit yet?".

"Sorry Ace…" said Thunderfoot, bowing his head in shame.

"Don't worry my friend" said Ace "We'll find away out of this mine".

Just then a thunderous sound of squeaking, and from behind some rocks came a fleet of small yellow birds packs of dynamite strapped to their sides.

"Oh no! Kamikaze Canaries!" screamed Thunderfoot in alarm. Ace wasn't afraid of these canaries. He charged forward, shouting a cry of war. He led the Kamikaze Canaries away from Thunderfoot and they all exploded into a flurry of flames and feathers.

"Whoa! Last time I eat a bird" laughed Thunderfoot.

The heroes finally came to a large cavern with giant crystal formations fused into the ground. There was a small crack in the back of the cave.

"There is the way out" said Ace. He and Thunderfoot walked towards the exit. The crystal formations suddenly shattered to pieces and gang of skeletons ran at Ace and Thunderfoot.

"Let's trash them!" commanded Ace and he rushed forward and ripped through one of the skeleton's ribs, killing it. Thunderfoot gripped him axe and slashed at the skeletons' legs. The legs dilapidated and the skeletons fell apart. Ace punched another skeleton in the head and it went flying away. Within seconds, the skeletons had been shredded to bones and piled up in a corner.

"That was tough, yet fun" said Thunderfoot.

"I agree, now let's get out of this crazy mine!" said Ace and the two Lightning Knights left the Nevershine Mine forever.

From a dark hole in the roof, came Dirty Rat smirking.

"Hehehehe! You won't stand a chance once I'm done with you, Lightning! Hehehehehe!" said the rat and looked down at the object in his hand: The bottom right-hand corner of the Amulet…


	3. Showdown in the Wild West

Author Note: Get ready to meet my new Lightning Knight, fellow readers.

**Chapter 3: Going Wild in the West**

Ace and Thunderfoot had escaped the horrors of Nevershine Mine, and found themselves in a spooky ghost town, built in the middle of a rugged canyon. There were several small huts lined up next to eachother, and there were a series of zombies cowboys, a group wandering around, as if they were constipated, and some wielding guns. A few tumbleweeds were rolling around in the strong breeze and a couple of green scorpions wearing hats were scuttling around.

Thunderfoot sneaked past the villains to a hut, where a notice was pinned up. He tore it off and turned to Ace who had joined him.

"Well, what does it say?" asked Ace impatiently.

"It is…a wanted sign!" said Thunderfoot in bewilderment.

"What?" bellowed Ace.

"It says, Wanted: Ace Lightning. Dangerous, reckless and uncaring, beware this Lightning Knight and approach if necessary. Award: 100,000 Doom Dimes. For more information, see Dirty Rat at the Rattrap Hotel.

"That…that…rat!" cursed Ace out loud, catching the villains' attention.

"Hey! It's Ace Lightning!" screamed a cowboy. "Destroy him!" shouted another.

The rolling tumbleweeds turned and rolled quickly towards Ace, developing sharp thorns. Thunderfoot jumped between them and Ace and with a swift slash of his axe, he turned the tumbleweeds to pincushions. The cowboys pulled out their guns and shot bullets at them. Ace backflipped to dodge the bullets and fired lightning bolts at the cowboys, whom died. The scorpions scuttled over and attempted to sting Ace, but Thunderfoot picked them up by their tails, swung them around and tossed them into the approaching cowboys.

"That was close! Let's get to that hotel!" shouted Ace, running through the clearing and down a passage.

"Yes sir" replied Thunderfoot excitedly and ran after his comrade.

After a few minutes of blasting enemies and running down obnoxious paths, Ace and Thunderfoot came to a signpost. An image of a hotel pointed down a dark path, chock-a-block of cactuses. Ace glared determinedly and marched into the cactus lane, followed by Thunderfoot. There was nothing but cactuses, big and small, all down the path.

"It is quiet…to quiet!" whispered Thunderfoot, looking suspiciously at the cactuses.

"Your right, now that you mention it, I think we are being followed!" said Ace. The two turned around to look behind them. Nothing. Just the same cactuses that had not moved. Ace shrugged and the two carried on, but then the suddenly span around. There actually were an army of zombies disguised in cactus costumes, hopping after Ace and Thunderfoot. Ace and Thunderfoot screamed and ran away. At the end of the passage were two welcoming escalators, one moving upward, and the other moving downward.

"Let's get up that escalator! It is our only hope of escaping those Cactus Men!" said Ace.

As they approached the escalator, there was a loud sound of squeaky tyres and out of no where came a pink kangaroo, with a toilet on its head. It frantically road a old bicycle down one of the escalators and peddled like a madman towards the approaching cactuses. It collided with the Cactus Men and knocked them down like a bowling ball hitting some bowling pins. Ace and Thunderfoot exchanged looks and ran up the escalator they required. When they got the top, they finally saw their destination: The Rattrap Hotel.

The Rattrap Hotel was a large crumbling pink building, built on a rocky pillar, in the middle of a crater. All of its windows were boarded up, except for a couple, which were glowing with spooky green glows. On the roof were giant flashing letters which spelt out 'hotel'; but the L on the sign was lopsided and the O was not bright. Several zombies patrolled the outside of the hotel, and mechanical vultures glided around the top of the building.

"I certainly do not want to get reservations here!" commented Thunderfoot. "Hotel? It looks like a low-tel!" said Ace. "Anyway, we've got to find Dirty Rat, in order to obtain the amulet piece!" said Thunderfoot.

"Your right" said Ace "Let's go and put that rat in a cage!".

Ace and Thunderfoot managed to get over to the hotel with help from some floating rocks, and avoid the zombies without notice. They then entered into the hotel.

The first room was a bar room. There were several round tables scattered in the centre of the room, where zombies sat playing cards. Behind the tables was a bar where a zombie in a waiter costume stood, wiping a bottle. Some transparent can can dancers pranced about with some more zombies on the staircase above. There was also another Cactus Man sitting by the bar, wearing a poncho and a Mexican hat.

"Hm-mh!" coughed Ace. All the villains looked up in astonishment. "Would anyone know where Dirty Rat would be?" asked Ace. Suddenly, the cowboys threw away their playing cards and pulled out their guns. They fired bullets at the Lightning Knights. The Cactus Man hopped towards Ace, but he stumbled over and exploded. The Can Can Ghouls floated around in the shadows, while the zombies leapt down from the stairs to join the brawl. Ace fled from the cowboy zombies, who slowly chased after him. The Zombie Waiter scooped up a bottle and threw it at Thunderfoot. Thunderfoot dodged the bottle as it hit a table and smashed. Thunderfoot threw his axe at the waiter and struck him in the chest. The waiter groaned and slouched over the bar before vanishing. Ace fired lightning bolts at the following cowboy crew. They all flopped over like fish. Thunderfoot took care of the Can Can Ghouls who tried to knock him out with their flying shoes. Finally, the bar room brawl was over and Ace found the required key and unlocked the door to the next room.

The next room was a giant round ballroom with a chequered floor and a small piano in a corner. The pattern on the ceiling was shaped as the Amulet of Zoar. Just then, Dirty Rat flew into the room, grinning evilly.

"Hey Lightning, never the day would I see you get reservations here!" laughed Dirty Rat "Or did you and your little friend come to steal my amulet piece!".

"Less talk rodent! Now hand the amulet over!" shouted Ace. "You'll have to get through my friend first!" said Dirty Rat. There was a sudden rumbling and from the ceiling fell a giant cowboy, the size of the Empire State Building, and landed on the ground. He was completely made from stone.

"Hahahaha! Prepare to die!" laughed Dirty Rat "Because Giant George Wayne is about to squash you!".

"Say your prays Geronimo!" said Giant George. "We can take this giant cowboy on any day!" said Thunderfoot.

"I don't think so!" laughed Dirty Rat. Giant George suddenly strode forward towards Ace. Ace realised that George was trying to flatten him, and jumped aside and ran over to the other side of the room, where Dirty Rat sat on the piano. Ace whistled to Giant George who was looking for him. George spotted Ace and ran over to him. Ace jumped out of the way and Giant George tripped over his foot and fell directly on Dirty Rat and the piano.

"Whoa! That battle was quick!" exclaimed Thunderfoot. Ace walked over to the unconscious cowboy. Dirty Rat's hat was visible underneath Giant George's body.

"Gggrrrrr….I'll get you for this Ace!" groaned the muffled voice of Dirty Rat.

"Ha! You'll have to break up with Giant George first, he has a real crush on you!" laughed Ace. He then took the amulet piece from Dirty Rat's hand. Dirty Rat suddenly vanished in a flash of blue smoke. Thunderfoot approached Ace and looked confused.

"He just vanished into thin air!" said Thunderfoot, bewildered.

"Dirty Rat is actually a ghost, and he is only usually able to stay visible if he has an Amulet fragment" explained Ace. "Oh, so how do we get out of here?" asked Thunderfoot.

As he said those words, the far wall smashed in forwards and a small battleship that looked like a silver bird entered the room. It slowly landed and out of the cockpit, came a strange robotic human that had raptor like claws and a long metal tail. He had a robotic yellow eye and a normal human eye with scars surrounding.

He smiled and approached Ace. "Ace, Thunderfoot, greetings!" said the metallic human.

"Good to see you Shockwave!" said Ace, shaking the Lightning Knight's clawed hand.

"Same here…" groaned Thunderfoot. Thunderfoot didn't really like Shockwave. Shockwave was an expert in air attacks and had a high rank in the Lightning Knights, which made Thunderfoot jealous. Swift, brave and crafty, Shockwave was always a great superhero.


	4. Lady Illusion's Lair

Author's Note: Sparx is about to make a comeback and you shall find out more things about Shockwave. Plus: A new badguy (No, it is not Kilobyte or Rotgut!).

**Chapter 4: New Arrivals and Lady Illusion's Lair**

Black thunderclouds circled above the Haunted House and thunder rumbled in the distance. In the organ room, Lord Fear throttled the visible Dirty Rat. Dirty Rat had managed to re-animate his body and flew back to the Haunted House.  
"You failed me you rotten rat!" shouted Lord Fear, strangling the rat.

"Don't blame me! Ace Lightning was to hard to defeat!" moaned Dirty Rat.

"You probably did not even try to defeat him!" snapped Staff Head.

Just then, Pigface came running into the room grinning.

"Lord Fear, Pigface find Amulet piecey!" squealed Pigface.

"What?" cried Lord Fear, dropping Dirty Rat.

Pigface waddled up to Lord Fear and handed him the amulet piece. It shone dimly, the candlelight visible on the surface of the purple jewel, built into the fragment. Lord Fear laughed evilly.

"Hahahaha! Now that we have two amulet pieces, we can now summon forth a new villain that will shut down Ace Lightning, once and for all time!" laughed Lord Fear and he connected the two amulet pieces he had. Purple sparks flew from the connected fragments and a large purple portal appeared in the centre of the room. Lord Fear and Staff Head looked on as a dark creature crawled out of the portal, which closed quickly.

The new creature that stood before Lord Fear, was a cross between a lion and a black dragon. The lion head was a large with glowing crimson eyes and a long golden mane, which looked like it was made of intense flames. His fur was pitch black and long fangs hung from his mouth. The back half of the beast was reptilian; a frill of green spikes poked out of the back and he had a long whip like tail. Giant hands and legs the size of tree trunks dug into the stone floor. Drool dripped from the monster's mouth. Fear could see that this beast was full of malice and hunger.

"Welcome to the Carnival of Doom" greeted Lord Fear to the beast.

"I am Thrasher, Beast of Malice!" growled the hybrid "I thank thee of freeing me from Dimension Three…there was no fresh meat to gnaw on!".

"Well, there is plenty of fresh meat to eat here" said Lord Fear.

Pigface flinched with horror. No way was this kitty cat going to eat him.

"Hmmhmmhmm!" laughed Thrasher "I smell the scent of superheroes in the air. I shall tare them to pieces!"

"Excellent, I shall accompany you" said Lord Fear.

"Fine" replied Thrasher.

Outside, Ace, Thunderfoot and Shockwave walked through the spooky carnival midway. Shockwave had blown his body up and was replaced with his true form. He was a tall muscular human with long blonde hair. He had a grim face with glowing sapphire eyes. He wore a long red and purple cloak which hid a large armoured chestplate. He had large legs that were covered with black trousers. He had metal boots. In his hand was an electric whip, made completely out of lightning, except for the steel handle.

"We have two amulet fragments, and five fragments left to find…" said Thunderfoot.

"What is your point?" questioned Shockwave.

"None of your concern, flat face!" shouted Thunderfoot.

"Knock it off you two! I suggest we find Sparx and then locate Random" said Ace.

"Yeah, after all, Random is my cousin!" replied Shockwave.

"So your eye is gonna suddenly turn red and you're gonna start calling everybody a weakling" joked Thunderfoot.

"Shut it Thunderfoot!" snarled Shockwave.

"Guys! I said shut up!" shouted Ace, turning around to face his comrades. Thunderfoot and Shockwave looked at Ace with surprise.

"Look, we need to find Sparx and Random, retrieve the Amulet pieces and capture Lord Fear!" said Ace angrily.

"Okay" said Thunderfoot sadly "I'm sorry!".

"Hey, look over there!" exclaimed Shockwave. Ace and Thunderfoot ran up to Shockwave, who was staring down a gap between two carnival booths.

Down a small passage was what looked like a dim shadowed water fountain. Ace, Shockwave and Thunderfoot exchanged looks and walked down the passage. They found themselves at some great wrought iron gates. Ace blasted the locked gates apart with a full powered lightning bolt and the three stepped into an actually harmless site. In front of them was a beautiful garden, the sky replaced with a pink glow and not a single black cloud in sight. A small white water fountain stood in the centre of the garden, water sprinkling from the top into the bottom pool. The thing that caught Ace's eye was a large crooked house on top of a hill. The house was striped pink and purple in colour, with its roof a deep purple, the chimney zigzagging upwards into the sky, green puffs of smoke rising from it. The windows were obviously glass and their frames were made of giant candy canes. The front door was blue, but was horizontal. The gates to the house were giant candy canes strapped together by giant sugar cubes.

"Who lives here? The tooth fairy?" asked Ace.

"I'm guessing Lady Illusion" said Shockwave.

"Why would you say that?" cried Thunderfoot.

"Because it says on the gates: House of Illusion" said Shockwave, pointing at the gates.

"Oh, well let's go and pay Lady Illusion a visit!" said Ace and went and decided to do a limbo under the gates. Thunderfoot and Shockwave followed, but there was a loud crack from Shockwave's back.

Up at the House of Illusion, Lady Illusion stared at the approaching heroes. He stiff lips curved into a crafty smile.

"Hmmm…It appears Ace and his friends are coming to view my illusions…" she said.

She turned around to face some shadowed creatures, each with eight red eyes.

"Get the servants ready, Ace Lightning will soon be here, and then he shall finally be mine! Muhahahaha!" laughed Lady Illusion. The giant creatures scuttled away and Lady Illusion morphed out.

Ace approached the front door and knocked on it with the Lightning Lance. The door opened to a gap and an elderly man with grey hair and shadowed eyes appeared. He was dressed in a butler suit with a red bow tie. He looked awfully like a vampire.

"Yes?" asked the man.

"Er, hello, I am here to see Lady Illusion…" lied Ace, looking shifty.

"Ah! You must be Ace Lightning, my mistress is waiting for you! Please, come in!" said the man and opened the door fully.

Ace turned to Thunderfoot and Shockwave. "Come on!" said Ace.

"I'll stay out here and see if Sparx appears" said Shockwave.

"Fine" replied Ace and he followed the man inside the house, followed by Thunderfoot.

The house was full of giant fake lollypops and floating white and pink platforms. The butler led the two Lightning Knights through several doorways. Thunderfoot noticed a tall brown wardrobe in one room, and he was sure he had seen a tongue poking out of its doors…

"Excuse me, sir?" spoke Ace.

"Please Mr. Lightning, call me Ramsley" replied the butler, not looking back.

"Okay, Ramsley. Where exactly is Lady Illusion?" asked Ace.

"She is up in her chamber, feeding her…pets" chuckled Ramsley.

"Uh-huh…" said Thunderfoot suspiciously.

The three then entered a large room, with a giant pool of acid in the centre. A single plank of wood was placed across the pool.

"What in the world!" cried Thunderfoot.

A small black spider suddenly scuttled over the wooden floor. Ramsley shrieked as the spider crawled up his arm and jabbed him with it's two red fangs. Ramsley threw back his head and groaned with pain as the bite hit home. The spider fled and Ace and Thunderfoot backed off. Ramsley groaned and shrieked, he body thrusting about as if he was having a fit. He hands suddenly exploded and were replaced by long red and black spikes. Two similar spikes ripped out of his back and hung over his head. Ramsley stopped groaning and stood as still as a statue.

"Er, Ramsley…are you alright?" whimpered Thunderfoot.

Ramsley turned around, his eyes now glowing red, and two fangs poked out of his mouth.

"I am fine! Now I am ready to feast on your flesh and blood!" cackled Ramsley and sprang up into the air like a giant grasshopper. Ace gasped as Ramsley flew down and tackled him to the ground.

"Muhahaha! I want to suck your blood!" declared Ramsley.

"You're a pain in the neck!" snarled Ace and blasted the butler with a lightning bolt. Thunderfoot leapt forward and sliced his axe right through Ramsley's neck, the butler's head went flying across the room. A pool of blood spouted out of the butler's dead body.

"Phew, that was a horrible experience!" shouted Thunderfoot.

"Let's find Lady Illusion!" said Ace.

The two Lightning Knights managed to cross the acid pool using the plank of wood. They travelled across the twisted and wacky funhouse, blasting all things, either human, arachnid or mutant furniture, that came their way. After climbing a large flight of floors, Ace and Thunderfoot came to a large door.

"This must be Lady Illusion's room" said Ace "Be ready Thunderfoot".

Ace pushed open the door and a blast of light blinded their eyes. The light faded and Ace and Thunderfoot found them in a large white room. The floor was wooden and the ceiling was not visible. The white walls were flooded by swirling patterns and multicoloured splodges. There were eight white and pink platforms floating in midair. In the middle of the room of a leviathan of a crystal ball. Within the crystal ball was an Amulet fragment.

"There is an Amulet piece!" shouted Thunderfoot. Ace was more interested in the room.

"This room needs redecorating" sighed Ace.

"Thanks for the advise, Lightning" said a female voice.

Ace and Thunderfoot looked up to a platform in a corner of the room. There stood the beautiful Lady Illusion, a bomb in her palm.

"Lady Illusion!" cried Ace.

"Yours truly" said Lady Illusion "Welcome to my house of illusions".

"Enough chat, hand over that piece of the amulet!" commanded Ace.

"I don't think so loverboy!" hissed Lady Illusion and tossed the bomb at Ace, sending him flying across the floor.

"You'll never get my piece of the Amulet, Ace…never…!" shouted Lady Illusion and laughed evilly.

Ace stood up, his face mixed with fury and confusion. He fired a lightning bolt from his wrist cannon and it just missed Lady Illusion. She smirked and threw another crystal ball at Ace. It him in the chest. She threw two more crystal balls at Ace; one hitting his chest again and the second getting him in the privates. Ace fell to his knees. Thunderfoot swung his axe with such force, he let go of it and spun across the room and it hacked into a wall. Ace fired another lightning bolt and Lady Illusion was hit and knocked to her knees. She then slowly stood up and looked as if she had not been damaged at all.

"So tough Ace, picking on such an innocent little girl!" shrieked Lady Illusion.

"Innocent girl? Ha, you call yourself innocent! I bet you…much to my regrets…wiped out Sparx and sent her back to the Sixth Dimension!" snapped Ace, now fully standing.

"You are half right Ace, Sparx is back where she belongs, but I didn't defeat her" said Lady Illusion.

"Who did then?" shouted Ace.

"My pets did. Come out my dainties" said Lady Illusion.

There was a loud scuttling noise from above and down from the black ceiling fell four giant spiders. Each one was identical; black in colour with red stripes and spot scattered around their bodies. They had fat heads, dotted with eight red eyes. Their faces also featured a large evil grin and a brown cowboy hat. Their legs were the length of six canoes.

"Feeding time!" laughed Lady Illusion and the giant spiders crawled forward toward Ace.

Ace reached for the Lightning Lance and slashed it at the spider. It shrieked with pain as the surging lightning ripped apart it's face. It fell over backwards and crushed another spider's head. More spiders appeared behind Ace, who ran to the over side of the room to avoid them. The spiders just scuttled towards him, each wanting to eat a limb of the Lightning Knight. Ace was not having any of it. He fired a lightning bolt and took out a spider. Several more spiders jumped down from the ceiling, heading for Ace. Ace ran around the room, but suddenly found himself surrounded by the spiders.

Thunderfoot was still trying to pull his axe out of the wall when he spotted Lady Illusion appear on top of the giant crystal ball and form a deadly looking orb in her hand; fearsome circles of energy flowing inside it. Thunderfoot gave up on his axe and grabbed the amulet pieces from a container on his computer and desperately looked over to Ace, who was just visible from the cluster of spiders around him. Thunderfoot saw Ace nod, knowing Thunderfoot was going to do gamble. Thunderfoot closed his eyes and clenched his teeth and connected the amulet fragments…

"Time to say goodbye, Ace…much to my regrets…but, I must do this!" shouted Lady Illusion and threw her crystal ball at Ace.

As the bomb flew towards Ace's face, a purple lightning bolt hit the bomb and destroyed it. Another lightning bolt flew down and struck Lady Illusion, who slipped and tumbled off the crystal ball and onto the ground, where she fell unconscious. Ace, Thunderfoot and the spiders looked up to the air and gasped.

The lightning bolts had come from a long silver blade, to long metal spikes creating the sword. A pinkish-red handle made up the rest of the sword, which was gripped by a young woman that looked sort of like a teenager. She had short red hair and blue eyes. Her face was covered in freckles. She wore a black jacket similar to Ace's, a blue jumper hidden underneath it. She wore light blue trousers and large black boots. She stood on a silver hovercraft, the front resembling a shark's head with a large yellow lightning bolt on the front. She leapt off her hovercraft, known as the Lightning Flash and took out all the spiders with one giant lightning blast from her sword. Ace stood up and smiled at her.

"It's been a long time, Ace. You never call or write!" greeted the girl.

"Good to see you too, Sparx" said Ace, approaching Sparx and shaking her hand.

"Whoa, Sparx…" moaned Thunderfoot, approaching the two Lightning Knights.

"What's wrong with you pipsqueak? Upset to see me?" asked Sparx, turning around.

"I am not a pipsqueak!" snarled Thunderfoot.

"Whatever" replied Sparx, stroking her blade as if it was a cat.

Thunderfoot shook his head and stomped off to the wall and wrenched his axe out of it, tumbling over in the process. Lady Illusion groaned and opened her eyes, eyeing Sparx. She stood up and screaming with anger. Sparx swung round and held the Sword of Jacob up defensively.

"Sparx!" shrieked Lady Illusion.

"Hello, Lady Delusion!" laughed Sparx.

"Ace is mine, and you know it!" said Lady Illusion.

"Not this again!" groaned Sparx, looking around the room in boredom.

"Grrr…My big pets couldn't defeat you, but my little pets surely can!" said Lady Illusion and created another crystal ball and threw it at a wall. The wall collapsed and a flurry of spiders crawled out of the whole and started flooding the room.

"Oh heck!" cried Thunderfoot, racing towards Ace and Sparx as the spiders headed for him. He wasn't fast enough, as a spider tackled him to the ground and sunk its fangs into Thunderfoot's back. Ace blasted the spider and it was sent flying. Thunderfoot groaned with pain, a dark pain flowing throughout his body. Thunderfoot got up to his knees and his black eyes turned red. His back ripped apart as six long spider legs grew out, making Thunderfoot look like he had quills. Thunderfoot through back his head and let out a spider like screech. Ace gasped and slammed the Lightning Lance onto the ocean of spiders, killing at least seventy spiders. He waded his way through the dead spiders and approached the shrieking Thunderfoot.

As for Sparx and Lady Illusion, they were already at eachother's throats; Lady Illusion throwing bombs and Sparx destroying them with a blast from her sword. Lady Illusion jumped from wall to wall like a giant grasshopper, dodging Sparx's lightning blasts. Lady Illusion formed another orb in her palm and tossed it at Sparx, who backflipped to avoid and had to quickly fend off some spiders with her sword. This gave Lady Illusion the opportunity to strike. She crept down from her perch on the wall, sneaked up behind Sparx and placed a bomb behind her. Lady Illusion dived out of the way and the bomb exploded and sent Sparx soaring across the room. Lady Illusion laughed and then gasped as Sparx appeared out no where, sitting on the Lightning Flash. The Lightning Flash rammed into Lady Illusion and sent her flying right through the wall. Lady Illusion went through the wall with such force that she left the funhouse and tumbled into the small water fountain outside. Shockwave appeared in the garden, a large scratch imprinted on his right cheek. He looked astonished when he saw Lady Illusion being catapulted through a wall and landed head first in the water fountain. Lady Illusion surfaced and looked up at the Lightning Knight.

"Slipped off the hook, Lady Illusion?" asked Shockwave and laughed.

Lady Illusion angrily developed another crystal ball in her hand, but it suddenly blew up in her face when Sparx fired an outburst of lightning at it. Lady Illusion vanished into the water again. Shockwave smiled at his comrade.

"Sparx! I found you!" said Shockwave happily.

An explosion erupted from the House of Illusion and Ace and Thunderfoot flew out of a second hole in the house's wall. As they landed, the House of Illusion was covered with cracks that spread like wildfire. The house then crumbled away, and a veil of smoke rose up into the air. Shockwave grimaced as Thunderfoot was placed on the ground by Ace. Thunderfoot now was some sort of humanoid slug-spider hybrid.

"Whoa, Thunderfoot! What happened to you?" asked Shockwave.

"Let's just say, I have arachnophobia…and what happened to you?" said Thunderfoot, noticing the scratch on Shockwave.

"Urm…I fell over…" said Shockwave, looking shifty.

"Hmmm…" replied Thunderfoot and looked at his spider bite, and his new "back legs".

"This bite looks like it came from a mutant spider!" he said, looking alarmed.

"Meaning?" asked Sparx stubbornly.

"It means I will slowly transform into a spider myself…" said Thunderfoot.

Ace looked wide-eyed and terrified. He couldn't let his friend become an eight-legged, eight-eyed insect! No way! His thoughts became fogged when he noticed Lady Illusion clambering her way out the fountain. The other Lightning Knights spotted her defended themselves with their weapons. Lady Illusion slowly, yet badly stood up and wobbled over to Ace and fell into his arms. She looked up at him and got lost in his brown eyes. She then spoke up.

"You win Ace. Take my piece of the amulet" said Lady Illusion and threw her fragment to Ace. He looked at it and then at stared at Lady Illusion, and then smiled. Lady Illusion smiled and then turned back to Sparx and her face turned nasty.

"I'll see you…again!" threatened Lady Illusion and she span around and vanished in a flash of light.

"Sure, morph in any time!" called Sparx as her enemy disappeared.

Ace laughed and looked at his new amulet fragment, an image of Lady Illusion in his mind…

Will Ace and the gang be able to find the rest of the Amulet of Zoar and defeat Lord Fear? Will Lady Illusion betray Fear and join up with the Lightning Knights? What will happen to Thunderfoot with this mysterious mutation and why has Shockwave got that scratch? Find out next time on Ace Lightning and the Carnival of Doom 2005, Chapter 5, The Greatest Show in the Sixth Dimension.


	5. The Greatest Show in the Sixth Dimension

Author's Note: Roll up! Roll up! For chapter 5 of Ace Lightning and the Carnival of Doom 2005. Googler is gonna have some fun. Also, a cameo reference to Doctor Who, can you find it?

**Chapter 5: The Greatest Show In The Sixth Dimension**

Lord Fear limped through a dark circus, the tent coloured red, yellow, blue green and purple. Lord Fear had his head bowed as he walked across the floor, Staff Head looking sadly at him.

"I know you are upset my lord, but try as she might've, our Lady Illusion couldn't seem to defeat Ace Lightning…" said Staff Head.

"Indeed my loyal staff, but Lightning now has four pieces of the Amulet, while I have just two!" snarled Lord Fear. He then looked up and his bony face was covered with a large evil grin.

"Maybe, this can go my way…".

The two villains entered a small room where only a large black cannon stood. Lord Fear looked about the room, as if expecting something to happen. Staff Head raised an eyebrow as Lord Fear looked around.

"So, my lord. What is your genius plan?" asked Staff Head.

"Well, my totem of terror, Thunderfoot has been bitten by a mutation spiders, and Thunderfoot will slowly transform into a spiders…an evil spider!" explained Lord Fear "As for Sparx, she is probably the weakest of the Lightning Knights, and taking her out will be pretty easy, Shockwave is Random Virus' cousin and we can destroy them both at the same time, and Ace Lightning…I already have his demise planned."

"Right…so who are you looking for?" asked Staff Head.

"My clown of mayhem…Googler!" laughed Lord Fear.

A faint bellow of laughter floated around the room and then the cannon suddenly fired a small brown spiked ball into the air. The ball bounced about and then rolled over to Lord Fear. It split open to reveal a jester wearing a metal mask and colourful clothes. He had a brown shell like back with tiny spikes scattered about on it. The jester wore a red and blue glovepuppet on his hands. This was Googler. He bowed before Lord Fear.

"Reporting for duty, sire!" laughed Googler.

"Excellent, prepare your troops. Ace Lightning is on his way!" said Lord Fear.

"The same Lightning, who sent me to White-Hot Oblivion in Dimension Two?" asked Googler angrily.

"The very one." replied Lord Fear.

"Oh goody! Googler gets to play!" laughed Googler and stared at his glovepuppets, Zip and Snip.

"So, what are you gonna do to Ace Lightning?" questioned Staff Head curiously.

"I'm gonna googlerise him!" replied Googler and all the villains laughed.

Meanwhile, outside the circus, Ace looked at it, he could sense another amulet fragment hidden somewhere in giant tent. He turned to his allies, Sparx, Thunderfoot and Shockwave. Thunderfoot's transformation had gone another step: He had grown longer spider legs and he had developed another four eyes. He looked very freaky.

"Okay, who's coming in there with me?" asked Ace.

"I will" replied Sparx "I'm ready to kick some butt!".

"I'd better stay out here and try and stop Thunderfoot from going bug-crazy" said Shockwave.

"What's that supposed to mean?" snapped Thunderfoot.

"Um…" said Shockwave.

"We'll leave you guys too it" said Sparx and she and Ace headed for the large circus tent.

Inside the circus, Ace and Sparx found themselves in a large circus ring, several audience stands surrounding the outside. The two entered the ring and heard a shriek of evil laughter.

"Googleness gracious me, it's Ace Lightning! Yesssiirrrreee!" laughed the voice.

Ace looked in the direction of the centre ring and spotted Googler dancing about on a podium.

"Googler, I'd thought I had seen the last of you. Chew on this you maniacal menace!" said Ace and fired lightning bolts from his wrist cannons towards Googler. Googler smiled and leapt off the podium as the bolts struck it.

"It has been a while Acey, and this time, you're gonna be googlerized permanently!" laughed Googler.

"You cackling clown! I'll finish you off here and now!" shouted Ace.

"You'll have to beat my friend first…" said Googler.

One of the audience stands was smashed to pieces and Anvil, the giant bulky rhinoceros wearing an iron anvil, came charging towards the Lightning Knights. Sparx wasn't quick enough to attack Anvil, as he smashed away with his fist. She landed on the ground with a thump. Ace quickly charged up and powerful lightning bolt and it damaged Anvil. Anvil tipped back his head and roared.

"Grrr… Anvil break Sparx, now Anvil breaks you!" snarled Anvil to Ace.

Ace dived to the floor as Anvil slammed his giant hammer onto the ground. Ace rolled over and spotted Googler bounding towards Sparx, He raised both his arms and shot lightning bolts at Anvil and Googler. Anvil managed to avoid the attack, but Googler was struck in the back and he fell over. Sparx slowly managed to stand up and grasped her sword and ran at Anvil. Anvil laughed as his anvil met with the steel blade held by Sparx. The two metal weapons collided and smacked against eachother for several minutes. Ace flew into the air and set one of his wrist cannons to maximum power. He then unleashed his lightning stream attack, a powerful outburst of lightning bolts, pricking Anvil all over, like giant electrical thorns. Anvil groaned and roared as he suddenly faded away. Ace approached Sparx who looked back.

"Way to go Sparx" said Ace.

Sparx nodded and she saw Googler rising out of the corner of her eye. She hinted too Ace and the two ran towards the crazy clown. Googler saw them coming and he rolled up into a ball and bounced down a corridor and into another room. Ace and Sparx followed him and found themselves in a big room with crates and planks of wood scattered about, a bit like an obstacle course. Ace spied Googler bouncing up onto a large green trampoline and then springing up into a hole in the fabric above.

"Come on!" said Ace and he and Sparx headed into the room. They had to quickly take care of some monkeys who appeared from behind a crate.

Ace led Sparx up a ramp and onto a large green crate. The two jumped across to another crate stacked on a cage and walked across a wooden beam. The two then came to the trampoline and climbed onto it. Ace looked up at the hole in the roof.

"We need to get up there, we'll jump right now!" said Ace and leapt up and bounced on the trampoline, making Sparx fall over. Ace then fell over and landed right on top of her. The two stared at eachother. Sparx blushed, but then got lost in Ace's eyes, while he got lost in hers. The two stopped their daydream and Sparx slithered from under Ace's weight and helped him up. The two laughed worryingly.

Ace decided the best thing to do was to have himself and Sparx jump up at the same time.

"On 3, 1…2…3!" said Ace and he and Sparx jumped up really high and shot right through the hole into a dark room. There was millions of TNT barrels placed around the room.

"This must be the Boom Room" said Sparx.

Ace, who was looking carefully around the room for any signs of movement, was suddenly punched in the back of the head by Googler's blue glovepuppet. Ace fell to the ground. Googler cackled with joy at the sight of his old enemy on the floor.

"You socked it to him, Snip!" laughed Googler.

Ace got to his feet and fired a lightning bolt at Googler. Googler danced around to avoid it.

"Anvil drained your energy, Acey!" explained Googler "And now I'm going to totally shut you down!".

"Just you and your sock puppets?" challenged Sparx, raising the Sword of Jacob in front of her.

"Actually, no" said Googler and out of shadows came a horde of circus folk, along with Pigface and Dirty Rat.

"You've got to be kidding?" cried Ace.

"It's googling time!" laughed Googler and threw himself into the air laughing. Ace desperately fired lightning bolts at the flying jester, but missed every time. Googler landed on the ground and fired Zip and Snip at him. Sparx jumped in their pathway and zapped them with lightning bolts from her sword. The two glovepuppets returned to their owner's hands. Pigface then suddenly squealed and led the rest of the circus villains in a dangerous charge. Sparx gasped and fired lightning bolts in every direction the army came. Several bolts took out enemies, before they even had the chance to attack, while others were just hurt. Ace punched Googler away and joined Sparx in target practice. Sparx slashed against a lion and sliced off its fangs. The lion roared and threw Sparx to the ground and pounced on top of her. Ace blasted some clowns and then wrestled with an elephant wearing boxing gloves. Sparx kicked the lion and then defeated it with a blast from her sword. The lion fell over. Ace was attacking a bear, which kept thrashing his arms, but Ace ducked and punched the bear until he died. Pigface walked over to Sparx and towered over her.

"Mmmm… Pigface get to eat Sparx!" squealed Pigface with delight, licking his lips with his long slimy tongue.

"I don't think so porky!" shouted Sparx and fired a lightning bolt at the swine with her sword. Pigface squealed with pain as he was hurt.

Pigface growled at Sparx and lunged at her. Sparx jumped out of the way as Pigface came crashing to the floor. Sparx then swung her sword and fired another bolt at Pigface. This one was more powerful and Pigface shrieked as he faded away, like Anvil.

Ace impaled two lightning spears into an acrobat man and he then grabbed a monkey by the tail and tossed it across the room, straight into a strongman who collapsed onto the floor. Googler sprung at Ace, but the Lightning Knight ducked. Sparx slashed her sword at Googler who was flung right out of the hole in the floor, into a small bucket of water below. Ace eyed Dirty Rat flying between the gun powder barrels. He fired lightning bolts at the rodent and Dirty Rat eventually faded out like his comrades. Ace then noticed a robotic clown approaching him.

"Exterminate!" the robot droned.

"Okay" said Ace and fried the robot with a single lightning bolt. The robot exploded and pieces of metal went flying across the room; several of which knocked out enemies.

Soon, all the enemies were defeated and the only one left to dispose of was Googler himself. Sparx looked down the hole and saw Googler unconscious in the small pool. Googler then opened his yellow eyes and looked about.

"Googler?" called Ace from above.

"What?" asked Googler.

"Do you know that water conducts electricity?" asked Ace.

"Yes!" snapped Googler.

"Well then…" said Ace and he threw a large TNT Barrel into the pool with Googler.

"Uh-oh…" said Googler.

Ace formed a lightning bolt between his palms and tossed it at Googler. The ball hit the barrel and a giant explosion engulfed Googler and the pool, in the form of a growing white dome. Ace grabbed Sparx around the waste, blasted a hole in the ceiling with a lightning bolt and flew out of the tent as the giant explosion ripped the circus to pieces and a giant light flew up into the cloudless dark sky.

Ace and Sparx landed safely and watched the fireworks. Ace spotted a small fireball flying down towards them. It slammed down into the ground and made a small crater and several flames flickered around the crash site.

They peered into the hole and saw a frizzled Googler, his body and clothes burnt and smothered in ash. His mask was cracked and one of his large shoes had been ripped to shreds. Zip and Snip had also taken a beating and they were pure black. Ace slid down the side of the crater wall and stood over Googler, who began to cough and splutter. Googler opened his eyes.

"Wha-? What hit me?" asked Googler and spotted Ace standing over him.

"Hey Googler, have a nice flight?" joked Ace.

"ACE LIGHTNING!" shouted Googler in disbelief.

"Yours truly. Now I suggest you handover your piece of the Amulet. Come on, spit it out!" said Ace.

Zip mumbled something and spat out the bottom piece of the Amulet. Ace collected it from the puppet and placed in it his pocket.

"Thanks Googler" said Ace and he clambered back up the side of the crater and he and Sparx vanished. Googler slowly bounced out of the hole and look out as his enemies left.

"I'll get you next time, pretty boy!" shouted Googler and he rolled away back towards the haunted house.

When he got there, he was greeted by a grumpy Lord Fear.

"I'm guessing you lost…" said Lord Fear, unimpressed.

"Ace Lightning out googled us, but we'll get him next time" said Googler.

"Who says there will be a next time?" asked Lord Fear angrily, approaching Googler.

"That's right mate, Lord Fear doesn't like failures" agreed Staff Head.

"Hey don't blame me! It was Snip…" shouted Zip rudely.

"Oh, so we're playing the blame game." said Snip "Okay, it was your entire fault!".

"Shut up, you putrid puppets!" shrieked Lord Fear and blasted Googler with his staff until the jester faded out.

Outside, Ace and Sparx entered the midway and were shocked to discover Shockwave unconscious on the ground. Beside him was Thunderfoot's axe. Ace ran over to his friend.

"Shockwave! What happened? Where is Thunderfoot?" asked Ace.

Shockwave opened his sapphire eyes and slowly sat up groaning. He had several bruises on his face and arms, and his nose was bleeding.

"Lady Illusion and some weird cat creature ambushed us and Thunderfoot mutated again and the cat took him off to the medieval attraction of the carnival" explained Shockwave.

"We've got to save him!" said Ace and he picked up Shockwave and the three superheroes ran off in the direction of the next attraction.

As they disappeared into the darkness, another figure, with a large robotic claw and a glowing red eye appeared.

"Yes Lightning, go to Climbcrag Castle, for it is there you and your foolish friends will die!" said the figure.

Will Ace, Sparx and Shockwave find and save Thunderfoot from the villains? Will Ace restore the Amulet? Will Googler get revenge on Ace? Where is Random Virus? And why do boys like to stick ferrets down their trousers? All to be revealed next time in Ace Lightning and the Carnival of Doom 2005, Chapter 6: Random Virus and the Climbcrag Castle.


	6. Random Virus and the Climbcrag Castle

Author's Note: Um… HI MUM!

**Chapter 6: Random Virus and the Climbcrag Castle**

Our heroes, the Lightning Knights, sent by the Lightning Council to the Carnival of Doom to retrieve the Amulet of Zoar, are in trouble. Big trouble.

Random Virus has gone missing, and Thunderfoot has been bitten by a spider and is slowly mutating into an arachnid himself, but he was just kidnapped and dragged to the medieval attraction of the carnival. Now Ace, Sparx and Shockwave are the only knights left, with only two pieces of the Amulet, while Lord Fear probably now has five!

Ace and his friends stood in the entrance to Climbcrag Castle, an ancient medieval castle, hidden in a large lava cave. Flames flickering in metal torches as the Lightning Knights tried to open the sealed portcullis of the castle. Ace was using his Lightning Lance to try and open the portcullis as if it was a normal door, the same with Sparx. Shockwave was using his strength to try and lift the portcullis upwards.

"Grrr…we need to get past this portcullis so we can save Thunderfoot!" growled Ace.

"Thankyou, Captain Obvious!" replied Sparx.

The portcullis then started to groan and Shockwave managed to get a quarter of the portcullis up. Ace and Sparx rolled under it and Shockwave quickly dived under it. The portcullis slammed back down. The Lightning Knights found themselves on a very long drawbridge, but it was made of stone. They peered over the side of the stone wall and saw they were at least 700 feet high, and a giant lake of molten lava lay at the bottom. Shockwave grimaced at the thought of plunging into that pool of fire.

"Okay, it looks like it is going to be a rough journey…" said Ace.

A cold cackle came from the cloudy beyond. Ace, Sparx and Shockwave turned around and saw Lord Fear emerge from the ashy pathway. He carried Staff Head in his left hand. Beside him were two knights in white armour. They looked pretty tough.

"Hahahahaha! Ace Lightning, what an unexpected pleasure…" said Lord Fear.

"Okay Fear, hand over Thunderfoot" ordered Ace.

"I do not have that friend of yours…but I do have another…" said Lord Fear.

"What?" cried Ace.

Another figure came out of the mist and stopped beside Lord Fear. It was a brownish-black haired male cyborg. He had a human arm and a large immense looking robotic claw for a right arm. He wore a blue jacket and had wheels instead of legs. He had a strange metal plate attached to his face. One of his eyes was brown, while the other was glowing red.

"Meet my new minion, Random Virus!" declared Lord Fear.

Random Virus left Lord Fear's side and slowly approached Ace, his metal claw clicked loudly.

"Random Virus… but how?" asked Ace coldly.

Random suddenly grabbed Ace by the throat with his claw, spun around and threw Ace against the portcullis. The Lightning Lance fell from Ace's back and fell to the ground.

"Whoa! Old friend, we're the good guys…remember?" said Ace, looking up at his friend.

"I remember nothing!" lashed out Random "I only destroy weakness, goodness and virtue. Therefore, if you are good, I must destroy you".

Random slowly backed off and then moved forward. Ace pitied his friend. During their first battle against Lord Fear, Random got caught in an explosion and half of his body was destroyed. Scientists at the Thunder Tower raced against time to save him and they replaced his ruined body parts with mechanical parts. Random became a cyborg, but during the process of the operation on his, a virus somehow managed to corrupt the programming in the computer which kept Random alive. Random now has difficulty controlling his dark side, and at the moment it was winning.

"You're a Lightning Knight." said Ace "There is evil inside of you, but also goodness".

"No! I despise my good side!" shouted Random furiously "Goodness is weak, kindness is soft! I am strong!".

Random charged at Ace, but he missed and was rammed into a wall. Ace stood up to face his friend. Random reversed and turned to face him.

"You leave me…no choice" said Ace and threw a lightning ball at Random, who instantly swung his claw and reflected it back at Ace. Ace was hit and he fell down.

"Bravo! Get him Virus!" cheered Lord Fear.

While Ace battled Random, Sparx and Shockwave attempted to make an attack on Lord Fear. Random spotted the duo and snatched Ace from the ground and threw him across the drawbridge and right on top of Sparx and Shockwave. They were in a large pile on the ground. Ace groaned and saw Random approaching them.

"Looks like Ace is not so lightning!" laughed Random evilly.

"Random, listen to me. You saved me once." said Ace.

Random raised his eyebrows and he suddenly acted as if he was wrestling with an invisible foe, before his red eye flashed into a bright green.

"Saved you? When? I'm trying to remember…" said Random, now in his good form.

"Lord Fear had drained most of my energy in an earlier battle and was about to shoot me with his staff…" began Ace.

"…And I diverted the energy flow so he shot himself! Yes! I remember!" said Random.

He then looked around the location he was in. He looked at his claw worryingly.

"But, what am I doing here?" asked Random, turning to Ace "I don't want to hurt you… I cannot stay!".

"Random! Wait!" called Ace, standing up.

"I have to leave my friend. Before my evil side returns and I do something I'll regret for all eternity…" said Random and he was gone.

"Wait…Random…" said Ace, but his friend was gone, looking for a hiding place.

Lord Fear watched the cyborg leave and knew his dark side would take control once again. He then wheeled around to face his enemies. He aimed his staff at Ace. Ace managed to spy Lord Fear and blasted him and the knights with lightning bolts. The knights died and Lord Fear walked backwards.

"We shall meet again Ace Lightning, when you are in pieces!" shouted Lord Fear and he threw a smoke bomb on the ground and he disappeared.

"Where'd he go?" asked Sparx.

"Who cares! We've got to find Random!" roared Shockwave and gripping his whip, he sprinted down the drawbridge.

Ace and Sparx followed. As they ran through the ashy smoke that came from the boiling lava, they noticed a large castle ahead with a tall tower that seemed to stretch up into the heavens. There were many flags with images of ferrets holding swords and wearing helmets. The bottom level of the castle had large haystacks and abandoned carts scattered about. The second and third levels were patrolled by knights in white armour and bearded wizards wearing glasses and blue robes. There were also several two-headed monks as well.

"This place looks a bit too crowded" said Ace as he entered the bottom level of the castle.

He noticed two peasants running towards him on pigs, both wielding lances. Ace fired lightning bolts at easily took them out. Shockwave looked about, in search for his cyborg cousin. His sight failed him.

High on top of the large tower named Tumbledown Tower, Random stood, his eye red. Behind him stood two other people. One was Thrasher, who was looking angrily at nothing. The other was a tall knight in silver amour. On the armour around his chest was an image of a black dragon with red eyes. He held a long golden lance in his right hand, and a shield in his other. It had an image of Staff Head on it.

"Hmmmm…The Lightning Knights will eventually get their way up to here and try and restore my good side…" said Random and took something out of a pocket in his jacket. It was the right piece of the Amulet.

"With this piece of the Amulet, I will destroy that coward, Ace Lightning, and then destroy Lord Fear!" snarled Random.

Thrasher did not dare to try and argue back. Random Virus was a deadly foe and could control machinery. Thrasher's only powers were too fly and rip enemies apart with his teeth and fangs. He watched Random wheel around to face him and the knight.

"Lancelot!" cried Random, looking at the knight.

"Yes sir!" replied Lancelot, saluting Random.

"Take your knights and dispose of the Lightning Knights and leave Lightning too me." said Random.

"As you wish sir, and then I will sweep my beloved Bearded Maiden off her feet and we will ride to victory on my noble steed!" sang Lancelot and he pranced to a door and disappeared into it.

Thrasher glared at Random and stalked away, following Lancelot. Random watched the fierce beast leave and looked back down at the Lightning Knight who were jumping up onto a large platform and were now on level two of Climbcrag Castle.

Sparx ran forward as some knights approached her and shot their lances forward. She sliced their knights in two with a swift chop from her sword.. Shockwave tripped up a wizard with his electric whip and threw the elderly magician over the castle wall. Ace was attacked by a two-headed monk, who clobbered him with a bible

"You bible basher!" shouted Ace and beheaded the monk twice with his Lightning Lance.

Sparx ran on a head and saw a silver-armoured knight leap off the wall above and land in front of her. In was Lancelot, looking smug as his lance pointed to the sky.

"I have found thee, vile Lightning Knight!" cried Lancelot "Prepare to taste the steel of my blade!".

"Not a chance knighty!" replied Sparx and pushed past Lancelot.

Lancelot was insulted by this and he realised Sparx was not taking him seriously. He slammed his visor shut and his icy blue eyes were visible in the darkness inside the helmet. He gripped the sword with both hands and held it up to the sky where the sunlight from a small hole in the cavern's roof shone on the edge of the blade. Sparx turned around to look back at Lancelot and saw him charging at her, his sword ready to strike. Lancelot swished his sword and made Sparx tumble to the floor. She attacked back with her sword and metal met metal. The two knights battled against eachother for some time. Sparx was getting tired of just fighting with swords, so she shocked Lancelot with a lightning bolt. He managed to block the attack with his shield.

"You know, you're really starting to bore me" said Sparx.

"So, you are saying you would like to see thy powers?" asked Lancelot.

"Yes!" said Sparx obviously.

"Very well!" shouted Lancelot, his deep voice echoing across the castle.

Lancelot closed his eyes and suddenly, his shoulderblades started changing shape and they developed into large metallic bat wings. A long, green, scaly lizard tail shot out of Lancelot's backside. His lance grew even longer and now looked extremely deadly. Lancelot flapped his metal wings and flew up into the air like a giant bat.

"Okay, we'll settle this in the sky!" laughed Sparx and whistled for the Lightning Flash.

The hovercraft flew in and Sparx leapt onto it and then flew up to face Lancelot. Their sky battle began.

As for Ace and Shockwave, they were at the door to the Tumbledown Tower. Ace looked up at the height of the tower with awe.

"Random must be up there" he said.

Ace moved for the doors, but he had to jump out of the way as Thrasher bounded out of the tower and sprang at Shockwave. Shockwave was too quick for the lion and jump aside and punched Thrasher in the side of the head. Thrasher leapt at Shockwave again and slashed his claws. It didn't do any damage to Shockwave, since most of his body was covered in armour. Shockwave pulled his Lightning Whip out and tripped Thrashed up with it. The giant cat went flying over the wall and onto the floor below. Shockwave turned to Ace and the two dashed inside the tower. Thrasher quickly regained consciousness and ran into the tower after them.

The tower was very tall and a simple spiral path led upwards, with several large platforms along the way. Ace and Shockwave quickly killed off some ferrets wielding swords, but they had to keep on moving because Thrasher was gaining on them. Ace and Shockwave leapt up some trampoline and shot some wizards who quickly faded out. Shockwave then noticed a large stone statue shaped like Random Virus, his claw and hand holding up the roof above. The two decided to rest beside the statue and also hide from Thrasher, who was stupid enough to think they were still moving, so he continued upwards. Ace looked at Shockwave who was fiddling with an odd looking medallion. It was gold in colour, a ring attached to a chain with a lightning bolt in its centre made up the necklace.

"What is that?" asked Ace.

"It's my family treasure" explained Shockwave "My great-grandfather created it and gave to my grandfather, who gave it to my father, who gave it to me".

"Oh, I see" said Ace.

Shockwave then took the medallion from his hand and gave it to Ace. Ace raised an eyebrow.

"Ace, promise me something…" said Shockwave.

"Okay" replied Ace.

"If I ever die, give my medallion to Random" ordered Shockwave.

"Very well" said Ace and placed the medallion in his jacket.

The duo was quickly off again and eventually reached the top of the tower and a large set of doors stood before them.

"Ready?" asked Shockwave to Ace, who nodded in agreement.

Ace slowly pushed against the doors and it revealed the roof of the tower. The tower's roof was round with a high wall surrounding the outside. Many shields were pressed into the wall. In the centre of the roof was a small pool of lava with a platform in the middle. Random Virus stood on the platform, watching Ace and Shockwave with disgust and hatred.

"Looking for me Lightning Knights!" shouted Random, pointing at them.

"Random, we can help you" said Shockwave.

"Hehehehe! Shockwave, my foolish cousin!" laughed Random "You think you can defeat me! I think not!".

"We're you're friends, Random!" said Ace.

"Friends? I have no friends!" shouted Random.

Thrasher suddenly appeared out of no where and tackled Shockwave to the ground. Shockwave quickly stood up and ripped out his Lightning Whip to take on Thrasher. Ace stared at Random who raised his claw and a red transparent shield appeared around him. Random then fired a combination of electricity and fire from his wrist cannon at Ace. Ace dived out of the way as the attack passed over him and hit the wall. Ace fired a lightning bolt, but Random deflected it with his claw.

"Hmmm… lightning bolts can't hit him… I'm going to have to hit him with a deflected shot!" thought Ace and he noticed the shield surrounding the two.

He fried a lightning bolt at a shield and it successfully managed to penetrate Random's defence and damage him.

Shockwave slashed his whip as Thrasher chased him, several times past Ace. Thrasher than flew up into the air and then zoomed back down, bringing a super gust of wind with him. The wind made all the shields spin around like crazy and almost sent Shockwave flying over the edge of the tower. Thrasher slammed into Shockwave and this time, the two went tumbling over the edge of the tower.

"Shockwave! No!" cried Ace, seeing his friend disappear.

The hero and the villain battled as they fell down the side of the tower. They hit a wall and continued to fall down; passing Sparx and Lancelot who were battling in the air. Sparx had already done serious damage to Lancelot and broke one of his wings in half. She watched helplessly as her friend fell down towards the ocean of lava below.

Shockwave and Thrasher hit the lava and they still fought, punching and kicking eachother. Thrasher eventually sank, lava destroying him body. Shockwave hated fire, but there was no point trying to swim back to the castle now, he'd done his duty. He lay back as he slowly sank into the lava. He looked up at Sparx who watched him from high above.

"Do right…and fear not" said Shockwave and he was gone.

Sparx bowed her head, tears streaming down her cheeks. Lancelot laughed triumphantly, and that got Sparx mad. She gripped onto her sword, and revved up the Lightning Flash. She then dashed forward and slammed her sword right through Lancelot's shield and into the noble knight's chest. Lancelot gulped and he fell down to the drawbridge below. He landed on the ground and he decided it was time to flee. He picked himself up and slowly ran away out of the castle, before fading out and returning to the haunted house.

Ace had seen Shockwave fall into the lava and perish, and held the medallion in his hand. Random growled angrily, getting impatient.

"Stop sobbing you coward, so I can destroy you!" shouted Random angrily.

Ace turned around, his face filled with anger. He raised his wrist cannons and used all his electrical energy and blasted a powerful explosion of lightning, thunder and electricity at Random. The bolts destroyed Random's shield and electrocuted him all over. Within moments, Random went limp and bent over, his head bowed and his arms hanging by his sides.

Ace flew over to Random and turned him back on. Random straightened up and looked at Ace, his eye green.

"Ace…Shockwave…he's…" said Random.

"Yes…" said Ace.

Random fell into tears and hung onto Ace. Ace hugged his friend and patted his back. Random cried desperately. Ace pushed his friend away and Random stared at Ace, who handed him Shockwave's medallion.

"I promised him I'd give it to you, if anything happened to him" explained Ace.

"Thankyou…" said Random and in return, he handed Ace his piece of the Amulet.

The tower started to crumbled away suddenly. Ace managed to lift Random off the ground and up onto the Lightning Flash where Sparx sat. The three watched as Tumbledown Tower really did tumble down. The remainders of the castle slowly crumbled away, until there was nothing left but a pile of bricks and flags.

Sparx flew the Lightning Flash back into the carnival midway and Random pointed out a small metal shack in a small area of trash. Sparx landed the Lightning Flash and Random stepped off.

"I'll stay here, just in case my dark side takes control again…" said Random.

"Very well Random, we'll be back for you" said Ace and he and Sparx walked away into the shadows.

Later, Ace and Sparx were walking toward the Haunted House, ready to battle against Lord Fear, when suddenly a bomb landed on the ground between them and it exploded, knocking them out cold. Lady Illusion appeared and scooped up the pieces of the Amulet they had.

"Forgive me Ace, but I have no choice…" said Lady Illusion and she morphed back to the Haunted House.

Ace and Sparx slowly then got up and they realised they were flickering.

"What's wrong Ace? Why are we all fuzzy?" asked Sparx angrily.

"Lord Fear…must have all the piece of the Amulet!" said Ace suddenly.

Sparx raised her eyebrows in alarm. A prophecy she once read said something about if evil got the Amulet, the Lightning Knights would perish!

"We cannot lose! We're unbeatable!" cried Sparx.

"Maybe not Sparx, Lord Fear has the whole Amulet" said Ace.

"That means that he has the power to destroy us…" said Sparx.

Now that Lord Fear has the Amulet he now has ultimate power! How will the Lightning Knights defend themselves against Fear? What will they do without Shockwave? Will Lady Illusion betray Lord Fear to help Ace? And will Random Virus help the Lightning Knights, or stay hidden? Find out next time in Ace Lightning and the Carnival of Doom, Chapter 7, Ace In Trouble!


	7. Ace In Trouble

Author's Note: The chapter about the final boss fight in the haunted house will be split into the 2 chapters.

**Chapter 7: Ace In Trouble **

The Haunted House was the centre of evil, lightning flashed above the roof of the carnival attraction. Inside the organ room, Lord Fear stood on a balcony with Staff Head, the Amulet of Zoar in his hand. On the ground floor stood Lady Illusion, Dirty Rat, Pigface, Anvil, Googler, Lancelot and Giant George Wayne, who was kneeling because of his large size.

"Behold! The Amulet of Zoar!" cried Lord Fear, holding the triangular object up into the air.

Fear's minions looked at the Amulet in awe, except Lady Illusion who had her arms folded.

"The source of all strength and the instrument of Ace Lightning's demise," said Lord Fear "Even as I speak his power withers, and soon we shall crush and grind him and his pitiful Lightning Knight's to dust! Then nothing will stop us from enslaving the creatures of each dimension and ruling the universe for all eternity. Now come… come my evil minions. Our moment of glory beckons!".

And with that all the minions and Lord Fear laughed, except for Lady Illusion who sadly walked out of the room.

Meanwhile, at the junkyard, Ace and Sparx landed beside Random's house.

"Random, where are you?" called Ace.

Random came out of his shack and headed for Ace, his evil side in control. Random swung his claw, but Ace ducked out of the way.

"Random, we need you!" cried Ace.

"You need me because you're weak!" said Random and swatted Ace away into a heap of junk.

Random moved in for the kill and Sparx flew in and knocked him over into a car.

"No offence roboguy, but you're losing power too!" stated Sparx and Random stared at his body which was flickering.

"Why is this happening to me? I'm not weak, I'm strong!" shouted Random.

"We're all losing power you dumb lugnut! As long as Lord Fear has the Amulet" said Sparx.

"NNNNNNOOOOOOOO!" shouted Random, but was suddenly blasted by a lightning bolt from Ace.

"Save your strength for Lord Fear. If we stick together, we may have a chance…" said Ace.

"Spare me your whimpering! I fight alone!" said Random and he got up and drove at Ace.

Ace quickly jumped out the way as Random swung his claw, but he fell over again. Ace and Sparx stood over Random as he tried desperately to stand up.

"You are the frightening weaklings, I am the strong one!" hissed Random "I'll crush you both in my claw, like rotten melons!".

"Whoa, get a life man!" said Sparx and turned to Ace.

"We could have used your help Random," said Ace to his friend "Once upon a time, you were a great Lightning Knight".

And with that Ace and Sparx flew off into the air, heading for the haunted house. Random watched them, his brain overrun with thoughts. His eye flickered from red to green.

"A Lightning Knight…" said Random.

At the haunted house, Lord Fear sat at his organ playing a spooky tune which he called "Tune of the Tormented Lightning Knights!". Staff Head stood by him and he was breathing deliberately in Lady Illusion's face.

"Do me a favour: stop breathing on me!" said Lady Illusion crossly.

"Oh why the long face my lady? After all, your loverboy is already as good as dead!" replied Staff Head, who obviously knew of Lady Illusion's love for Ace.

"Why your croaking cane!" shrieked Lady Illusion and seized Staff Head and started slamming him onto the ground constantly.

"Ow! You'll pay for this! After we get rid of Lightning…ouch…you'll be next!" shouted Staff Head.

"Boss, we've got company!" said Dirty Rat who flew into the room and right into Fear's face.

Lord Fear pushed Dirty Rat aside, stood up and snatched Staff Head from Lady Illusion's grip. He looked at her happily.

"Let's welcome our guests to their nightmare… Muhahahaha!" laughed Fear and with that he entered a door to the right and Dirty Rat followed.

Outside the haunted house, Ace and Sparx stood, clutching their weapons. They'd either live or die in this battle. Ace glared at the house and was about to march forward when he was stopped by Sparx.

"I don't know Ace, maybe we should just not fight…" said Sparx "I mean Thunderfoot is missing, Shockwave is dead and Random Virus is too afraid to help. It's just the two of us!".

"Correction…" said the voice of Random.

Ace and Sparx turned to face their team-mate as he met them.

"There's three Lightning Knights. You think I would miss the final battle? Why should you two have all the fun?" said Random.

"Never mind" said Sparx.

"Good, now that you're with us Random, we'll have a better chance at defeating Lord Fear" said Ace.

"Let's rock!" said Sparx.

The three Lightning Knights approached the haunted house, but Random had to be pulled up the entrance stairs. The outside of the haunted house didn't look very dangerous. It was purple in colour with who large animatronics of Lord Fear and Staff Head coming out of the roof. Large flickering lights spelt out the word "Haunted House".

Inside, it was pitch black and Ace, Sparx or Random couldn't see a thing. Then Ace managed to see the outline of a candelabra, floating around in the darkness. Ace approached it and the candelabra led him and his friends to a door.

"This must be the organ room" said Ace and he slowly opened the door. Sparx and Random followed. The candelabra's flames were suddenly extinguished…

The organ room was large room, the walls grey and black. The floor was covered with a chequered carpet. There were two doors on the sidewalls and the corners of the room were covered in cobwebs and dead spiders. Some stocks stood in one corner of the room, a skeleton's skull and hands through the holes. A guillotine was in the opposite corner. At the back of the room was a small pipe organ. Around the walls were portraits of Lord Fear and his evils.

"Muhahahaha! Welcome foolish Lightning Knights to my haunted house!" greeted Lord Fear, who stood on the balcony.

Lady Illusion and Dirty Rat stood with Lord Fear. In Lord Fear's hand was the magical Amulet of Zoar.

"Fear!" said Ace angrily.

"Yes Ace Lightning, you should fear me," said Lord Fear "For I now have the ultimate power and you cannot stop me!".

"We'll see about that…" said Ace.

"Actually we will not!" shouted Lord Fear "Okay boys, they're all yours!".

The door on the right suddenly opened and out of it came Anvil and Pigface. Anvil was a large, dim-witted rhinoceros with a deadly iron anvil attached to his arm. Pigface was fat mutant pig with large wide arms.

"Destroy Ace Lightning!" ordered Lord Fear.

Pigface belched and suddenly ran at Ace. Ace stepped aside as Pigface dashed by. Pigface realised that he'd missed Ace and he ran at the spot Ace was in. Ace ran off to a different spot in the room and Pigface followed, as if it he was a magnet. Ace eventually blasted Pigface with some lightning bolts at the pig toppled over like a domino, his mouth agape.

Anvil then walked right up to Ace and tried to hit him with his anvil. Ace ducked as Anvil attacked. He stood up and fired several lightning bolts at Anvil. Anvil was smarter than he looked. He grabbed Ace by the leg and lifted the hero up into the air. Ace then kicked Anvil in the head and fired more bolts of electricity at Anvil, who eventually came crashing to the ground. Ace triumphantly looked up at Lord Fear who simply just laughed.

"You are a fool, Lightning!" cackled Lord Fear "I can easily resurrect my minions, with the power of the Amulet!".

Ace was astonished when he saw purple energy blast from the Amulet and spread over the bodies of Anvil and Pigface. The two villains slowly stood up and attacked Ace together. Ace ran backwards as he struck the two beasts with his lightning bolts. The two eventually fell down. Lord Fear instantly revived them. Anvil and Pigface began their assault again. Ace managed to have time to put his Lightning Lance to full power. He blasted a typhoon of electricity at the foe. Pigface went down first, but Anvil took some hard work to bring down. Lord Fear was getting tired of this, so he leapt over the balcony and landed behind Ace.

"Have a nice trip, Lightning!" snickered Lord Fear and blasted Ace in the back with Staff Head.

The beam sent Ace to the floor. Lord Fear made Anvil and Pigface rise again. The two approached Ace and started beating him to the ground.

"Oh, let's go kick their butts!" shouted Sparx who'd been hiding on the stairs with Random, and with a quick manoeuvre, she ran across the room and sent Pigface right into the datastream with a well aimed attack from the Sword of Jacob.

Sparx was suddenly sent flying by a bomb, courtesy of Lady Illusion. Lady Illusion created a shield around herself and she leapt down onto the ground level.

"You're in big trouble now, Sparxy!" laughed Lady Illusion "Ace is mine, and you are going to oblivion!".

"We'll see about that" said Sparx and she fired lightning bolts at Lady Illusion.

Random had gone for Anvil, who bopped him on the head several times with his iron anvil. Random then angrily grabbed Anvil by the scruff of the neck and threw him across the air and right through the guillotine, smashing it to pieces. Anvil arose from the rubble and ran at Random. The cyborg moved aside as Anvil ran by. A wall suddenly fell apart as Giant George ran into the room and clobbered Random with his fist. Random went spinning away, but he then charged at Giant George and knocked him down. Ace, who blasted Lord Fear, spotted Random fighting Giant George, so he rushed over to his friend and fired a full powered lightning blast at George. Giant George groaned as his body crumbled away and he faded out, returning to the Sixth Dimension.

Sparx and Lady Illusion continued their battle. Sparx deflected Lady Illusion's bombs using her sword. Lady Illusion then jumped up onto the balcony and threw another bomb. Sparx dodged the attack, at the bomb hit Lancelot, who was walking out of a door. The attack weakened Lancelot. Lancelot looked up at Sparx, who stood above him. Sparx powered up her sword and electrocuted Lancelot.

"The pain! The pain!" shrieked Lancelot and he faded out.

Staff Head turned to Lord Fear who had retreated to the balcony.

"My lord, Ace Lightning is destroying our forces!" cried Staff Head.

"Do not worry, my loyal staff," said Lord Fear "He will eventually fall".

Ace had to duck as he saw Googler bounce at him. Googler missed and bounced into a wall, and off it. Googler bounced about the room, knocking down Sparx several times. Sparx fired lightning bolts at Googler, who was hit in mid air. Googler whimpered as he was shocked.

"Googler got googled gooooooooodddddddddd!" said Googler and he vanished in a flash of light, returning to White-Hot Oblivion.

Staff Head turned back to Lord Fear, looking more persistent than ever.

"My lord, I suggest we retreat!" whimpered Staff Head.

"Staff Head! Don't forget we have the Amulet, I can easily summon my minions back" cackled Lord Fear and used a bit of energy from the Amulet to bring Pigface back from the Sixth Dimension. Ace was amazed, but he shot a lightning bolt at Lord Fear. Fear tumbled to the floor of the balcony with Staff Head.

"Then again, my loyal staff" groaned Lord Fear "Your right".

Lord Fear was off like a shot and retreated out of the haunted house by taking a secret stairway behind a portrait. Ace blasted Pigface who leapt at him and the pig fell to the floor. Dirty Rat suddenly flew into Ace's face. Ace fell to the floor and looked up to see Anvil get ready to hit Ace. Anvil was suddenly attacked by Random, who lifted Anvil into the air and threw him across the air like a paper plan. The massive minion landed on the organ, crushing it instantly. He then fell over, unconscious. Quickly, Pigface went down and Sparx slashed Lady Illusion across the waste with her blade. Lady Illusion fell to the floor, clutching her waste.

Moments later, the Lightning Knights walked down the carnival midway. Pigface had a long chain wrapped around his neck and was being pulled along the ground by Sparx. Random had Dirty Rat locked in a birdcage and was pushing Anvil along the ground. Ace was helping the wounded Lady Illusion walk, her arm around his neck, which angered Sparx.

Just then, a mighty cackle came from the direction of the haunted house. Ace and the others turned around to see Lord Fear standing on the roof of the haunted house, the Amulet clutched in his hand.

"You've stood in my far too long, Lightning Knights!" shouted Fear "Now you shall see my true power!".

Lord Fear then raised the Amulet of Zoar in front of him and then slammed it into his chest. The Amulet somehow connected itself to Lord Fear and the old skeleton began absorbing large amounts of power from the small artefact. Fear's wounds were healed instantly. The power of the Amulet was like a drug; once you took the tiniest sample, you become addicted to it. And Lord Fear was absolutely crazy about feeding on the energy from the Amulet.

"Power!" laughed Fear, his and Staff Head's bodies outlined with a pulsated green glow "So much power! Must have more!".

Thunderclouds flew over the haunted house like giant vultures and lightning forked across the dark sky. Rain poured down by the bucket load. Ace had seen bad weather, but as deadly as this. Lord Fear could destroy himself and the entire universe if he absorbed all the power from the Amulet.

"Stop it, Fear! If you cannot harness that amount of power, you'll destroy the universe!" called Ace.

Lord Fear let his head roll back and laugh, as he continued to absorb the Amulet's energy.

"Your small minded Ace, with this new power, I will become invincible and every dimension shall bow before me!" cackled Lord Fear.

The audience watched in horror as the events occurring before them. Anvil and Pigface looked on in complete terror, Pigface's mouth open. Dirty Rat was trying to squeeze his way through the bars of the birdcage he was trapped in, trying to escape this nightmare. Random was looking up at Lord Fear with anger. Even his dark side thought it was a dangerous thing to do, even though he wished to destroy everything that was weak. Lady Illusion, Sparx and Ace were the only ones that looked like they had to do something, but couldn't. Lord Fear gripped onto Staff Head.

"Now, witness the birth of a god!" screamed Lord Fear and seizing Staff Head, he fired a massive blast of green energy up into the clouds above.

Ace and the other thought this would be a good time to flee, but they didn't get very far as the energy blast rocketed back down from the sky, glowing a deep black. It impacted the haunted house and ripped through Lord Fear's body and blew up the haunted house. The shockwave of the impact swept the Lightning Knights and Lord Fear's minions off their feet. The cage containing Dirty Rat fell apart, but the rodent was too afraid to fly away.

The remains of the haunted house laid quiet, but suddenly two giant arms, made from bones, smashed through the rubble of the house. Everyone looked up in sheer fright as a giant skeleton dragon rose up. It was at least fourteen foot tall. It was completely made of bones and also large muscles. Sharp teeth were visible in a large mouth of the beast, and two red eyes stared down at the Lightning Knights. A long segmented tail wriggled out of the back of the beast. Large purple bat wings lanced out of the back.

"Lord Fear?" cried Dirty Rat nervously.

The giant dragon let out a quick nod and then reared back it's head and fired a giant beam of white light from between it's jaws at the Lightning Knight. They scattered as the attack hit home and made a giant flaming hole in the middle of the midway.

"Um Ace, I have a confession to make…" said Sparx.

"Uh-huh" replied Ace, watching the new Lord Fear in shock.

"I'm not wearing dry underwear!" said Sparx.

Will Ace and the others be able to survive the new form of Lord Fear? Will Lord Fear destroy the Lightning Knights and rule the universe? Will Lady Illusion betray Lord Fear to help Ace? Find out in the final chapter of Ace Lightning and the Carnival of Doom 2005, Chapter 8, Fight the Fear!


	8. Fight the Fear

Author's Note: The final chapter of the fanfic. I hope you have enjoyed this story. If you loved this one, then you will enjoy my next two Ace Lightning stories: The First Annual Ace Lightning Awards and Ace Lightning: The Wrath of the Master Programmer and the Ultimate Villain Showdown.

**Chapter 8: Fight the Fear**

The nightmare that was Lord Fear, stood before the Lightning Knights, unleashed an ear-piercing, glass-shattering screech. The mighty cry rang inside Ace's head like a giant fire bell. The force of the noise made Lady Illusion and Sparx collapse to the ground with agony, followed by Pigface, who was squealing madly.

Fear then ceased his cry and grinned down at the ant-sized heroes below. Random angrily growled at Lord Fear.

"We've got to stop that crazy skeleton!" shouted Random.

"Your right, Random" said Ace "I bet if we get the Amulet, he will revert back to his normal form!".

"That is easier said than done" said Sparx, standing up.

"I will assist you" came the voice of Lady Illusion and she stood up firmly and looked over to Pigface, Anvil and Dirty Rat with such a terrifying glare, that they immediately nodded.

"And so will us!" shouted another voice.

The group and Fear looked up into the cloudy sky and saw a fleet of battleships fly into view. They were ocean blue in colour, each with long wings lancing out the sides. Large laser cannons were piled on the top and sides of the ships. The battleships flew by rocket power. In the leading ship, a hatch was open where two figures stood. A humanoid yellow slug with large black eyes, a green fish tail and a metal foot. The other was a tall slim man dressed in black armour, a pair of shades covering his face. Ace immediately recognised the small figure.

"Thunderfoot!"

Thunderfoot saluted to Ace and then turned to the man, who looked down at him.

"Ready, Commander Blackout?" asked Thunderfoot.

"Roger!" replied Blackout.

"Roger? I'm Thunderfoot!" said Thunderfoot.

Blackout rolled his eyes and spoke something into a transceiver. The laser cannons mounded on top of each ship started to generate powerful absorptions of energy. Each one then launched a massive beam of lightning and energy at Fear. Each blast struck him and his roars echoed across the battlefield. Smoke covered the place where the haunted house once stood. Ace smiled and was about to advance, when Fear ripped through the cloud of smoke and fired a giant beam from his mouth at the fleet of battleships. The blast missed Thunderfoot's shipped, but erased at least fifty ships from existence. Thunderfoot sweatdropped.

"Oh crud!" he said.

"You said it…" replied Blackout.

Fire fell from the sky liked rain, brining destruction with it. The fragments of flaming metal tumbled to the ground, crushing carnival booths, destroying fences and lamps. A piece landed smack on Dirty Rat and the rodent groaned, his body dissolved into dust and he returned to the Sixth Dimension.

"Ooh. I hate this part of the job!" said Dirty Rat as he vanished.

Thunderfoot's ship suddenly flew down and landed beside the Lightning Knights, and Thunderfoot, Blackout and a small cluster of Lightning Knights in armour wielding machine guns leapt off the ship.

"Hey Ace" greeted Thunderfoot.

"Late as usual?" said Ace, mimicking the same sentence Thunderfoot had said when they first arrived in the carnival.

"Very funny" said Thunderfoot sarcastically.

"I thought you had become a spider" said Sparx.

"I did, only I managed to get back to the Thunder Tower before I became evil and the scientists managed to heal me" explained Thunderfoot. "Only the wound is eternal".

The Lightning Knights started firing bullets at Lord Fear. Fear laughed at the attacks the Lightning Federation was pulling out.

"How pathetic!" said Fear.

His right claw opened up and a giant green flame appeared out of no where. He threw it at the Lightning Fleet. Within moments, ten to fifteen battleships came falling to earth. In the commotion, Fear seized Pigface and Anvil and disposed of them by breathing green flames all over them. The two vanished and returned to the datastream. Ace decided he had had enough of waiting around, so he charged up his wrist cannons and fired lightning bolts at Lord Fear. The attack hit home and Fear groaned as the enemy attack damaged his side.

Sparx and Thunderfoot helped out by firing their own lightning bolts to affect the wound. Within moments, Fear's chest exploded to pieces and revealed the whereabouts of the Amulet.

"Bingo!" said Ace and he took off into the sky.

He flew in the direction of the Amulet, but Fear cackled and several spikes on his back suddenly flew off as projectiles. Ace dodged and blasted the spikes, but he did get clobbered by one, a great pain popped up in his shoulder. Ace tumbled to the ground. Sparx flew up on the Lightning Flash and blasted lightning bolts at the Amulet, trying to shatter it. She missed and Fear swatted her out of the sky with a swish from his long scaly tail. Ace leapt up again and punched Fear in the head, while on of the airships took out Fear's right arm.

Fear watched helplessly as his right arm crashed to the floor. He tried to pick it and attached it to his shoulder, using his left arm, but quickly discovered that his left arm had fallen off to. Ace and Sparx then flew in together and combined their powers, which was aimed at the Amulet. The blast fired and a stream of crackling pink and blue electricity shot across the sky towards the Amulet. Fear was clever than he looked and he quickly grabbed his tail and blocked the attack. Unfortunately, the beam destroyed Fear's tail and it fell to pieces. Sparx fired another lightning bolt and it struck the Amulet. Fear roared with pain as the Amulet was his "heart" and if it was shattered, he would be reverted back to his normal self. The lightning from Sparx's sword began to make the Amulet splutter and shake dangerously. Ace cracked his knuckles and then prepared to launch his most powerful attack of lightning he could possibly summon up. But instead of blue electricity flying out of his wrist cannons, the cannons glowed bright orange and flames out of the weapons instead in the form of rings and slammed into the Amulet. A bright light sparked out of the Amulet and it shattered, the seven pieces flying from Fear's body over to Thunderfoot's hand.

"NNNNNNNNOOOOOOOOOOOOOOOOO!"

The giant shrill caught everyone's attention. Lord Fear's body slowly dissolved away, a foaming blast of green energy melted out of his mouth and ripped through his bony head. Within in minutes, the dragon was destroyed and figure tumbled down into the rubble. Ace, Sparx, Random, Lady Illusion, Thunderfoot and Blackout ran over to the figure that lay on the ground. It was Lord Fear, badly bruised and his clothes ripped. Staff Head lay beside Lord Fear, his glass orb smashed. Lord Fear slowly groaned and crouched on his knees. His jaw was hanging loosely from his face.

"How could I have lost to you…Ace Lightning?" asked Lord Fear in dismay.

"Because Lord Fear, too much power can lead to your downfall…and speaking of downfall…you've got about an eternity to spend in oblivion!" said Ace and turned to Thunderfoot who stepped up.

He had just managed to fix the Amulet and now it was as good as new.

Everyone stepped back as Ace used the power of the Amulet. A mighty blue beam shot out of the centre of the Amulet and struck Lord Fear. A wormhole opened up underneath Fear and he and Staff Head tumbled into it. Lord Fear managed to extend his neck out before he was pulled completely in vortex.

"This is not the end, Lightning!" said Lord Fear. "Next time you won't be lucky, as I will have summoned an army which you couldn't possibly think of beating!".

And with that, Lord Fear vanished into the vortex, his evil cackling echoing across the carnival. The wormhole closed up and Blackout was the first to speak up.

"Lady Illusion, you're under arrest for helping evil!" said Blackout and walked towards Lady Illusion, handcuffs in his grip.

"No! Lady Illusion betrayed Lord Fear, so leave her alone!" said Ace, defending Lady Illusion.

"Besides, what would you mother say if she discovered you were messing around with a gun?" asked Thunderfoot, looking at the large rifle strapped to Blackout's back.

"Mother?" cried Blackout in terror, his eyes bulging out behind his shades. He dashed to the landed ship, Random following and Thunderfoot quickly after, taking the Amulet with him.

Sparx leapt onto the Lightning Flash and she flew off into the sky along with the rest of the Lightning Fleet.

Ace and Lady Illusion were alone together. They spent their time together hugging and dancing and then they eventually plucked up the courage to kiss eachother. The kiss went on for ages. Lady Illusion then looked up at Ace and smiled.

"Something tells me, we'll meet again…" she said and she then morphed out.

Ace smiled and nodded. He then flew up into the sky and was gone.

"Until then my lady" said Ace.

Meanwhile, deep in the darkest depths of Dimension X, in the Fortress of Solitude, a dark figure awoke, its red eyes gleaming brightly in the darkness.

"The game is not over. Muhahahahahaha!" it said and it laughed out loud, but no one could here it, for in Dimension X, the only being who lived there, was the Master Programmer.

**THE END… OR IS IT?**

**Special Thanks and Credits**

Special thanks to Scarab Dynasty, Hyperpsychomaniac, LightningFlash and Sarah Frost for their reviews, criticism and their love for Ace Lightning.

This story was based on the Ace Lightning video game.

All characters, items, places and some speech is copyright to Ace Lightning which is copyright to BBC, which is copyright to whoever invented BBC, who is copyright to their parents, who are copyright to their parents, etc.


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